
<PAGE>

                                                                  Exhibit (c)(5)

                               AMDURA Corporation
                             900 Main Street South
                              Suite 2A, Building B
                                   PO Box 870
                            Southbury, CT 06488-0870






                                                               February 15, 1995


FKI plc
West House, King Cross Road
Halifax, West Yorkshire  HX1 1EB
England
Attention: S.D. Jones

Gentlemen:

         You have requested information from Amdura Corporation (the "Company")
in connection with your evaluation of a possible transaction between you (or a
subsidiary of yours) and the Company. The Company is willing to furnish such
information to you, subject to the terms and conditions of the letter agreement
dated November 21, 1994 (the "Confidentiality Agreement") between the Company
and you. In addition, on the understanding that you are willing to conduct an
investigation of the Company at your own expense, the Company agrees with you
that during the period (the "Due Diligence Period") beginning on the date hereof
and ending at 5:00 p.m., New York time, on the later of (i) March 6, 1995 and
(ii) the business day immediately following the date on which you are furnished
with a signed auditors' report with respect to the Company's consolidated
financial statements for the year ended December 31, 1994:

         (1) The Company will afford you and your employees, accountants,
counsel and other representatives ("Representatives") a full opportunity to make
such reasonable investigation of the Company and its subsidiaries as you may
desire to make, and in connection therewith the Company will provide to you and
your Representatives (i) all information in the possession of the Company
relating to the business, financial, legal and tax affairs of the Company and
its subsidiaries which you may reasonably request and (ii) full access at all
reasonable times (with reasonable prior notice) to the books and records of the
Company and its subsidiaries and, at such time or times as are mutually agreed
to by you and the President of the Company, to their respective plants,
properties and management and other personnel.

         (2) Neither the Company nor any of its Representatives will solicit,
initiate contact with, provide confidential information to, or afford any access
to the properties, book or records of the Company or any of its subsidiaries to,
any person (other than you) concerning any Transaction (as hereinafter defined)
except as required in the judgment of the Board of Directors of the Company to
satisfy its fiduciary duties. The Company will promptly notify you if the Board
of Directors determines that any such action is so required. The provisions of
this paragraph will not apply to the currently pending discussions between the
Company and a potential purchaser of the Company's subsidiary, The Harris Waste
Management Group, Inc., but the Company agrees to keep you informed currently of
any material developments in connection therewith.

         As used herein, "Transaction" means (i) any acquisition of all or a
substantial portion of the equity securities (or beneficial ownership thereof)
or assets of the Company or any of its subsidiaries, (ii) any merger or other
business combination involving the Company or any of its subsidiaries, or (iii)
any other similar extraordinary transaction with respect to the Company or any
of its subsidiaries.

         Notwithstanding the foregoing, if during the Due Diligence Period you
notify the Company in writing that you are no longer considering a Transaction
with the Company, the Due Diligence Period shall end as of the time the Company
receives such notice.

         The Company agrees that if (i) during the Due Diligence Period, the
Company or any of its representatives shall engage in any of the activities set
forth in paragraph (2) above because in the judgment of the Company's Board of
Directors such activities are required to satisfy its fiduciary duties, and (ii)
prior to the 90th day following the end of the Due Diligence Period, the Company
shall enter into an agreement with respect to a Transaction with a person as to
whom such activities related, the Company will reimburse to you the total amount
of your actual out-of-pocket expenses reasonably incurred in making the
investigation referred to above, limited to a maximum amount of $150,000, within
five business days after you have furnished the Company with a written request
for such reimbursement listing your expenses in reasonable detail, but will not
otherwise be liable to you. However, you agree that you will not be entitled to
any reimbursement of your expenses by the Company if by 5:00 p.m., New York
time, on the fifth business day after the end of the Due Diligence Period you
shall not have made a bona fide written offer to enter into a Transaction with
the Company.

<PAGE>

         The Company agrees that, as soon as practicable and at its expense, it
will cause a firm reasonably satisfactory to you and the Company to conduct a
Phase I environmental assessment of the plant sites of the Company's
subsidiaries.

         Each of you and the Company agrees that it will not make any disclosure
that you and the Company are having or have had discussions concerning a
transaction, including the status thereof, any termination thereof, any decision
on your part to no longer consider any such transaction or any of the terms,
conditions or other facts with respect thereto; provided that the Company may
make such disclosure if it determines that such disclosure is required by law or
the rules and policies of the New York Stock Exchange and, to the extent
practicable prior to such disclosure, the Company promptly advises and consults
with you and your legal counsel concerning the information the Company proposes
to disclose.

         This agreement constitutes a modification and/or amendment of the
Confidentiality Agreement and, in the event of any conflict between the terms
hereof and the terms of the Confidentiality Agreement (including, without
limitation, the second paragraph on page 4 thereof), the terms of this agreement
shall control.

         All modifications of, waivers of and amendments to this agreement or
any part hereof must be in writing signed on behalf of you and the Company. No
failure or delay by you or the Company in exercising any right, power or
privilege under this agreement shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise of any
right, power or privilege hereunder.

         In the event that any provision or portion of this agreement is
determined to be invalid or unenforceable for any reason, in whole or in part,
the remaining provisions of this agreement shall be unaffected thereby and shall
remain in full force and effect to the fullest extent permitted by applicable
law.

         This agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware.

         If you are in agreement with the foregoing, please so indicate by
signing, dating and returning one copy of this agreement, which will constitute
our agreement with respect to the matters set forth herein.

                                       Very truly yours,



                                       AMDURA CORPORATION

                                      
                                       By: /s/  C. David Bushley
                                           --------------------------



AGREED AND ACCEPTED:
FKI plc

By: /s/  Robert M. Miller
    ------------------------

